CERTIFICATE OF INCORPORATION
OF PACIFIC CENTURY FINANCIAL CORPORATION

I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby execute this Certificate of Incorporation and do hereby certify as
follows:

ARTICLE I
NAME

The name of this corporation (the "Corporation") is Pacific Century
Financial Corporation.

ARTICLE II
DEFINITIONS

For the purposes of this Certificate of Incorporation:

A. "Affiliate" and "Associate" have the meanings set forth in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

B. A person shall be deemed to "Beneficially Own" shares of Voting
Stock (i) that such person or any of its Affiliates and Associates
beneficially owns, directly or indirectly, (ii) that such person or any of
its Affiliates or Associates has (a) the right to acquire or to dispose of
(whether such right is exercisable immediately or only after the passage of
time or only upon the occurrence or nonoccurrence of a contingency or
event), or to direct the acquisition or disposition of, pursuant to any
agreement, arrangement, understanding or relationship or upon the exercise
of conversion rights, exchange rights, warrants or options, or otherwise, or
(b) the right to vote or to direct the voting of pursuant to any agreement,
arrangement, understanding or relationship, or (iii) that are beneficially
owned, directly or indirectly, by any other person with which such first
mentioned person or any of its Affiliates or Associates has any agreement,
arrangement, understanding or relationship for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of the
Corporation. Notwithstanding the foregoing, a person shall not be deemed to
"Beneficially Own" shares of Voting Stock as a result of any agreement,
arrangement or understanding to vote such security (i) arising solely from a
revocable proxy given in response to a public proxy or consent solicitation
made pursuant to, and in accordance with, the applicable provisions of the
General Rules and Regulations under the Exchange Act, and (ii) is not
reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report) by (a) such person, (b) any of such person's Affiliates or
Associates, or (c) any other person with which such first mentioned person
or any of its Affiliates or Associates has any agreement, arrangement,
understanding or relationship for the purpose of acquiring, holding, voting
or disposing of any shares of capital stock of the Corporation.

C. "Business Combination" means (i) any merger or consolidation of the
Corporation or any Subsidiary with or into (a) any Related Person, or (b)
any other corporation (whether or not itself a Related Person) that, after
such merger or consolidation, would be an Affiliate or Associate of a
Related Person, or (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of related
transactions) to or with any Related Person of any assets of the Corporation
or any Subsidiary having an aggregate Fair Market Value equal to ten percent
(10%) or more of the book value of the consolidated assets of the
Corporation, as shown on the quarterly or annual financial statements of the
Corporation last filed with the Securities and Exchange Commission prior to
the date in question, or (iii) the issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of related transactions,
and other than by way of a pro rata distribution to all stockholders or a
reclassification, dividend or subdivision of such securities and other than
in

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connection with the exercise or conversion of securities exercisable for or
convertible into securities of the Corporation or a Subsidiary that have
been distributed pro rata to stockholders) of any securities of the
Corporation or any Subsidiary to any Related Person in exchange for cash,
securities or other property (or a combination thereof) having an aggregate
Fair Market Value equal to ten percent (10%) or more of the Fair Market
Value of the issued and outstanding shares of Common Stock (as defined
herein) of the Corporation, or (iv) the adoption of any plan or proposal
proposed by or on behalf of a Related Person for the liquidation or
dissolution of the Corporation, or (v) any reclassification of securities
(including any reverse stock split), or recapitalization of the Corporation,
or any merger or consolidation of the Corporation with or into any of its
Subsidiaries or any similar transaction (whether or not with or into or
otherwise involving a Related Person) that has the effect, directly or
indirectly, of increasing by more than one percent (1%) the proportionate
share of the outstanding shares of any class of equity or convertible
securities of the Corporation or any Subsidiary that are directly or
indirectly owned by any Related Person.

D. "Continuing Director" means, as to any Related Person, any member of
the Board of Directors of the Corporation (the "Board") who (i) is
unaffiliated with and is not the Related Person and (ii) was a member of the
Board of Directors of the Corporation prior to the time that the Related
Person became a Related Person, and any successor of a Continuing Director
who is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.

E. "Disinterested Shares" means, as to any Related Person, shares of
Voting Stock that are Beneficially Owned and owned of record by stockholders
other than such Related Person.

F. "Fair Market Value" means: (i) in the case of shares of stock and
other securities, the highest closing sale price during the thirty (30) day
period immediately preceding and including the date in question of a share
of such stock or other security, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934, as amended,
on which such stock or other security is listed or admitted to trading, or,
if such stock or other security is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock or other
security during the thirty (30) day period preceding and including the date
in question on the National Association of Securities Dealers, Inc.
Automated Quotation System or any other quotation reporting system then in
general use, or, if no such quotations are available, the fair market value
on the date in question of a share of such stock or other security as
determined by the Board in good faith; and (ii) in the case of property
other than stock or other securities, the fair market value of such property
on the date in question as determined by the Board in good faith.

G. A "person" shall mean any individual, firm, corporation, partnership,
limited liability company or other entity.

H. "Related Person" means and includes (i) any person, or any group of
two or more persons that act together or have agreed to act together, that,
together with its or their Affiliates and Associates, Beneficially Owns,
directly or indirectly, in the aggregate, ten percent (10%) or more of the
combined voting power of the then-outstanding shares of Voting Stock, and
any Affiliate or Associate of any such person; (ii) an Affiliate of the
Corporation that at any time within two years prior thereto Beneficially
Owned, directly or indirectly, ten percent (10%) or more of the combined
voting power of the outstanding shares of Voting Stock; or (iii) an assignee
of or successor to any shares of capital stock of the Corporation that were
at any time within two years prior thereto Beneficially Owned by any Related
Person, if such assignment or succession shall have occurred other than
pursuant to a "public offering" within the meaning of the Securities Act of
1933, as amended; provided, however, that the term "Related Person" shall
not include the Corporation, any Subsidiary, any employee benefit plan or
employee stock plan of the Corporation or of any Subsidiary, or any person
or entity organized, appointed, established or holding Voting Stock for or
pursuant to the terms of any such plan, nor shall such term encompass shares
of Voting Stock held by any of the foregoing (whether or not held in a
fiduciary capacity or otherwise).

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I. "Subsidiary" means any corporation or other entity of which the
Corporation owns, directly or indirectly, securities that entitle the
Corporation to elect a majority of the board of directors or other persons
performing similar functions of such corporation or entity or that otherwise
give to the Corporation the power to control such corporation or entity.

J. "Voting Stock" means all outstanding shares of capital stock of the
Corporation that pursuant to or in accordance with this Certificate of
Incorporation are entitled to vote generally in the election of directors of
the Corporation, and each reference herein, where appropriate, to a
percentage or portion of shares of Voting Stock shall refer to such
percentage or portion of the voting power of such shares entitled to vote.
The outstanding shares of Voting Stock shall include shares owned through
application of Paragraph B of Article II of this Certificate of
Incorporation, where applicable, but shall not otherwise include any other
shares of Voting Stock that may be issuable pursuant to any agreement, or
upon the exercise or conversion of any rights, warrants or options or
otherwise.

ARTICLE III
REGISTERED OFFICE

The address of the registered office of the Corporation in the State of
Delaware is 314 South State Street, Dover, County of Kent, Delaware 19901, and
the name of its registered agent at that address is Capitol Corporate Services,
Inc.

ARTICLE IV
BUSINESS

The nature of the business and the purposes to be conducted or promoted by
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the "General Corporation Law").

ARTICLE V
AUTHORIZED CAPITAL STOCK

A. The Corporation shall be authorized to issue two classes of shares of
stock to be designated, respectively, "Common Stock" and "Preferred Stock"; the
total number of shares of Common Stock that the Corporation shall have authority
to issue shall be Five Hundred Million (500,000,000), and each such share shall
have a par value of $.01; and the total number of shares of Preferred Stock that
the Corporation shall have the authority to issue shall be Twenty Million
(20,000,000), and each such share shall have a par value of $.01.

B. Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be determined by the Board, each of said series
to be distinctly designated. The voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions thereof, if any, of each such series may differ from
those of any and all other series of Preferred Stock at any time outstanding,
and the Board is hereby expressly granted authority to fix or alter, by
resolution or resolutions, the designation, number, voting powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of each such series,
including, but without limiting the generality of the foregoing, the following:

(1) The distinctive designation of, and the number of shares of
Preferred Stock that shall constitute, such series, which number (except
where otherwise provided by the Board in the resolution establishing such
series) may be increased or decreased (but not below the number of shares of
such series then outstanding) from time to time by like action of the Board;

(2) The rights in respect of dividends, if any, of such series of
Preferred Stock, the extent of the preference or relation, if any, of such
dividends to the dividends payable on any other class or classes

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or any other series of the same or other class or classes of capital stock
of the Corporation, and whether such dividends shall be cumulative or
noncumulative;

(3) The right, if any, of the holders of such series of Preferred Stock
to convert the same into, or exchange the same for, shares of any other
class or classes or of any other series of the same or any other class or
classes of capital stock of the Corporation, and the terms and conditions of
such conversion or exchange;

(4) Whether or not shares of such series of Preferred Stock shall be
subject to redemption, and the redemption price or prices and the time or
times at which, and the terms and conditions on which, shares of such series
of Preferred Stock may be redeemed;

(5) The rights, if any, of the holders of such series of Preferred Stock
upon the voluntary or involuntary liquidation, dissolution or winding-up of
the Corporation or in the event of any merger or consolidation of or sale of
assets by the Corporation;

(6) The terms of any sinking fund or redemption or purchase account, if
any, to be provided for shares of such series of the Preferred Stock; and

(7) The voting powers, if any, of the holders of any series of Preferred
Stock generally or with respect to any particular matter, which may be less
than, equal to or greater than one vote per share, and which may, without
limiting the generality of the foregoing, include the right, voting as a
series by itself or together with the holders of any other series of
Preferred Stock or all series of Preferred Stock as a class, to elect one or
more directors of the Corporation generally or under such specific
circumstances and on such conditions, as shall be provided in the resolution
or resolutions of the Board adopted pursuant hereto, including, without
limitation, in the event there shall have been a default in the payment of
dividends on or redemption of any one or more series of Preferred Stock.

C. (1) After the provisions with respect to preferential dividends on any
series of Preferred Stock (fixed in accordance with the provisions of Paragraph
B of this Article V), if any, shall have been satisfied and after the
Corporation shall have complied with all the requirements, if any, with respect
to redemption of, or the setting aside of sums as sinking funds or redemption or
purchase accounts with respect to, any series of Preferred Stock (fixed in
accordance with the provisions of Paragraph B of this Article V), and subject
further to any other conditions that may be fixed in accordance with the
provisions of Paragraph B of this Article V, then and not otherwise the holders
of Common Stock shall be entitled to receive such dividends as may be declared
from time to time by the Board.

(2) In the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, after distribution in full of
the preferential amounts, if any (fixed in accordance with the provisions of
Paragraph B of this Article V), to be distributed to the holders of
Preferred Stock by reason thereof, the holders of Common Stock shall,
subject to the additional rights, if any (fixed in accordance with the
provisions of Paragraph B of this Article V), of the holders of any
outstanding shares of Preferred Stock, be entitled to receive all of the
remaining assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.

(3) Except as may otherwise be required by law, and subject to the
provisions of such resolution or resolutions as may be adopted by the Board
pursuant to Paragraph B of this Article V granting the holders of one or
more series of Preferred Stock exclusive voting powers with respect to any
matter, each holder of Common Stock shall have one vote in respect of each
share of Common Stock held on all matters voted upon by the stockholders.

(4) Subject to Paragraph A of Article XIV, the authorized amount of
shares of Common Stock and of Preferred Stock may, without a class or series
vote, be increased or decreased from time to time by the affirmative vote of
the holders of a majority of the combined voting power of the
thenoutstanding shares of Voting Stock, voting together as a single class.

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ARTICLE VI
INCORPORATOR

The name and mailing address of the incorporator are Mark A. Morton, 1201
Market St., Suite 1500, Wilmington, DE 19801.

ARTICLE VII
ELECTION OF DIRECTORS

A. The business and affairs of the Corporation shall be conducted and
managed by, or under the direction of, the Board. Except as otherwise provided
for or fixed pursuant to the provisions of Article V of this Certificate of
Incorporation relating to the rights of the holders of any series of Preferred
Stock to elect additional directors, the total number of directors constituting
the entire Board shall be not less than three (3) nor more than fifteen (15),
with the then-authorized number of directors being fixed from time to time by or
pursuant to a resolution passed by a majority of the then-authorized number of
directors. The initial Board shall consist of eleven (11) members.

B. The Board, other than those directors elected by the holders of any
series of Preferred Stock as provided for or fixed pursuant to the provisions of
Article V of this Certificate of Incorporation, shall be divided into three
classes to be designated Class I, Class II and Class III and to be as nearly
equal in number as possible. The initial directors of each class shall be named
by the incorporator. The terms of the initial Class I directors shall expire at
the 1999 annual meeting of stockholders, the terms of the initial Class II
directors shall expire at the 2000 annual meeting of stockholders and the terms
of the initial Class III directors shall expire at the 2001 annual meeting of
stockholders. At each succeeding annual meeting of stockholders beginning in
1999, successors to the class of directors whose terms expire at that annual
meeting shall be elected for a three-year term. Any increase or decrease in the
number of directors shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible.

C. Except as otherwise provided for or fixed pursuant to the provisions of
Article V of this Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock to elect additional directors, and
subject to the provisions hereof, newly created directorships resulting from any
increase in the authorized number of directors, and any vacancies on the Board
resulting from death, resignation, disqualification, removal, or other cause,
may be filled only by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or in which the vacancy occurred, and until such
director's successor shall have been duly elected and qualified, subject to his
earlier death, disqualification, resignation or removal. No decrease in the
number of directors constituting the Board shall shorten the term of any
incumbent director.

D. During any period when the holders of any series of Preferred Stock have
the right to elect additional directors as provided for or fixed pursuant to the
provisions of Article V of this Certificate of Incorporation, then upon
commencement and for the duration of the period during which such right
continues (i) the then otherwise total authorized number of directors of the
Corporation shall automatically be increased by such specified number of
directors, and the holders of such Preferred Stock shall be entitled to elect
the additional directors so provided for or fixed pursuant to said provisions,
and (ii) each such additional director shall serve until such director's
successor shall have been duly elected and qualified, or until such director's
right to hold such office terminates pursuant to said provisions, whichever
occurs earlier, subject to his earlier death, disqualification, resignation or
removal. Except as otherwise provided by the Board in the resolution or
resolutions establishing such series, whenever the holders of any series of
Preferred Stock having such right to elect additional directors are divested of
such right pursuant to the provisions of such stock, the terms of office of all
such additional directors elected by the holders of such stock, or elected to
fill any vacancies resulting from the death, resignation, disqualification or
removal

C-5

of such additional directors, shall forthwith terminate and the total and
authorized number of directors of the Corporation shall be reduced accordingly.

E. Except for such additional directors, if any, as are elected by the
holders of any series of Preferred Stock as provided for or fixed pursuant to
the provisions of Article V of this Certificate of Incorporation, any director
may be removed from office only for cause and only by the affirmative vote of
the holders of sixty-six and two-thirds percent (66 2/3%) or more of the
combined voting power of the then-outstanding shares of Voting Stock at a
meeting of stockholders called for that purpose, voting together as a single
class.

ARTICLE VIII
MEETINGS OF STOCKHOLDERS

A. Meetings of stockholders of the Corporation may be held within or without
the State of Delaware, as the Bylaws of the Corporation may provide. Except as
otherwise provided for or fixed pursuant to the provisions of Article V of this
Certificate of Incorporation relating to the rights of the holders of any series
of Preferred Stock, special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, the President or the Board pursuant to
a resolution adopted by a majority of the then-authorized number of directors of
the Corporation; provided, however, that where such special meeting of
stockholders is called for the purpose of acting upon a proposal made by or on
behalf of a Related Person or, at any time that one or more Related Persons
exist, by or at the request of a director who is not a Continuing Director as to
all Related Persons, or where a Related Person otherwise seeks action requiring
approval of stockholders, then, in addition to the aforesaid vote of directors,
the affirmative vote of a majority of the Continuing Directors, if any, shall
also be required to call such special meeting of stockholders. Special meetings
of stockholders may not be called by any other person or persons or in any other
manner. Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

B. In addition to the powers conferred on the Board by this Certificate of
Incorporation and by the General Corporation Law, and without limiting the
generality thereof, the Board is specifically authorized from time to time, by
resolution of the Board without additional authorization by the stockholders of
the Corporation, to adopt, amend or repeal the Bylaws of the Corporation, in
such form and with such terms as the Board may determine, including, without
limiting the generality of the foregoing, Bylaws relating to (i) regulation of
the procedure for submission by stockholders of nominations of persons to be
elected to the Board, (ii) regulation of the attendance at annual or special
meetings of the stockholders of persons other than holders of record or their
proxies, and (iii) regulation of the business that may properly be brought by a
stockholder of the Corporation before an annual or special meeting of
stockholders of the Corporation.

ARTICLE IX
STOCKHOLDER CONSENT

Except as otherwise provided for or fixed pursuant to the provisions of
Article V of this Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock, no action required to be taken or that
may be taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting, and the power of the stockholders of the
Corporation to consent in writing, without a meeting, to the taking of any
action is specifically denied.

ARTICLE X
FACTORS TO CONSIDER

The Board, when evaluating any proposed transaction that would result in a
person or entity becoming a Related Person, or in a Related Person increasing
his ownership of capital stock of the Corporation, or any transaction or any
proposed transaction with any other party, whether or not such

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other party is a Related Person, that would constitute a Business Combination if
the other party to the transaction were or would thereby become a Related
Person, may, to the fullest extent permitted by law, give due consideration to
the independence and integrity of the Corporation's operations, and the social,
economic and environmental effects on the stockholders, employees, customers,
suppliers and other constituents of the Corporation and its Subsidiaries and on
the communities in which the Corporation and its Subsidiaries operate or are
located or that they serve.

ARTICLE XI
LIMITATION OF LIABILITY

A director of this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law as the same exists or may hereafter
be amended.

Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal or
modification.

ARTICLE XII
EXECUTIVE COMMITTEE

The Board, pursuant to the Bylaws of the Corporation or by resolution passed
by a majority of the then-authorized number of directors, may designate any of
their number to constitute an Executive Committee, which Executive Committee, to
the fullest extent permitted by law and provided for in said resolution or in
the Bylaws of the Corporation, shall have and may exercise all of the powers of
the Board in the management of the business and affairs of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers that may require it.

ARTICLE XIII
BUSINESS COMBINATIONS

A. In addition to any affirmative vote required by law, and except as
otherwise expressly provided in Paragraph B of this Article XIII, a Business
Combination shall require the affirmative vote of the holders of sixty-six and
two-thirds percent (66 2/3%) or more of the combined voting power of the
then-outstanding shares of Voting Stock, voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

B. The provisions of Paragraph A of this Article XIII shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provisions of this Certificate of Incorporation or the Bylaws, if there are one
or more Continuing Directors then in office and if such Business Combination has
been approved by the Board by (i) the affirmative vote of at least a majority of
the then-authorized number of directors and (ii) the affirmative vote of at
least a majority of the Continuing Directors then in office.

ARTICLE XIV
AMENDMENT OF CORPORATE DOCUMENTS

A. CERTIFICATE OF INCORPORATION. In addition to any affirmative vote
required by applicable law and in addition to any vote of the holders of any
series of Preferred Stock provided for or fixed pursuant to the provisions of
Article V of this Certificate of Incorporation, any alteration, amendment,
repeal or rescission (a "Change") of any provision of this Certificate of
Incorporation must be approved by at least a majority

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of the then authorized number of directors and by the affirmative vote of the
holders of at least a majority of the combined voting power of the
then-outstanding shares of Voting Stock, voting together as a single class;
provided, however, that if any such Change relates to Articles II, V, VII, VIII,
IX, X, XI or XIII hereof or to this Article XIV, such Change must also be
approved by the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the combined voting power of the
then-outstanding shares of Voting Stock, voting together as a single class and,
if at the time there exist one or more Related Persons, such Change must also be
approved by the affirmative vote of the holders of at least a majority of the
combined voting power of the Disinterested Shares; provided further, however,
that the vote(s) required by the immediately preceding proviso shall not be
required if such Change has been first approved by at least two-thirds of the
then authorized number of directors and, if at the time there exist one or more
Related Persons, by a majority of the Continuing Directors then in office, if
any.

Subject to the provisions hereof, the Corporation reserves the right at any
time, and from time to time, to amend, alter, repeal or rescind any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by law, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

B. BYLAWS. In addition to any affirmative vote required by law, any Change
of the Bylaws of the Corporation may be adopted either (i) by the Board by the
affirmative vote of at least a majority of the then-authorized number of
directors and, if at the time there exist one or more Related Persons, by the
affirmative vote of at least a majority of the Continuing Directors then in
office, if any, or (ii) by the stockholders by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the combined
voting power of the then-outstanding shares of Voting Stock, voting together as
a single class and, if at the time there exist one or more Related Persons, by
the affirmative vote of the holders of at least a majority of the combined
voting power of the Disinterested Shares.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove
named, do hereby further certify that the facts hereinabove stated are truly set
forth, and accordingly I hereunto set my hand this 4th day of February, 1998.

/s/ MARK A. MORTON

--------------------------------------

Mark A. Morton, Incorporator

 

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

BANK OF HAWAII CORPORATION

 

BANK OF HAWAII CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

FIRST:                    The Board of Directors of the Corporation duly adopted resolutions in accordance with Section 242 of the General Corporation Law of the State of Delaware proposing, declaring advisable and recommending this amendment (the “Certificate of Amendment”) to the Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation.  The resolutions propose that Article VII.B, VII.C and VII.E of the Certificate of Incorporation are each amended and restated in their entirety as follows:

 

Article VII.B.

 

“The Board, other than those directors elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article V of this Certificate of Incorporation, shall be elected at each annual meeting of stockholders for a one-year term expiring at the next annual meeting of stockholders following their election, notwithstanding that such director may have been elected for a term that extended beyond the date of such next annual meeting of stockholders.  A director shall be elected to hold office until the next annual meeting of stockholders after their election and until their successors shall have been elected and qualified.”

 

Article VII.C.

 

“Except as otherwise provided for or fixed pursuant to the provisions of Article V of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional directors, and subject to the provisions hereof, newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board.  Any director elected in accordance with the preceding sentence shall hold office until such director’s successor shall have been duly elected and qualified, subject to his earlier death, disqualification, resignation or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.”

 



 

Article VII.E.

 

“Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article V of this Certificate of Incorporation, any director may be removed, with or without cause, only by the affirmative vote of the holders of at least a majority of the combined voting power of the then-outstanding shares of Voting Stock at a meeting of stockholders called for that purpose, voting together as a single class.”

 

SECOND:

That the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware on April 25, 2008, at which meeting the necessary number of shares was voted in favor of said amendments.

 

 

THIRD:

The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

 

FOURTH:

This Certificate of Amendment to the Certificate of Incorporation is to become effective upon filing with the Secretary of State of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on its behalf by its Vice Chairman and Corporate Secretary this 25th day of April, 2008.

 

 

 

BANK OF HAWAII CORPORATION

 

 

 

 

 

By:

/s/ Mark A. Rossi

 

Name: Mark A. Rossi

 

Title: Vice Chairman & Corporate Secretary